Notice2025-21889
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Fees Applicable to Securities Listed on the Exchange Set Forth in BZX Rule 14.13
Primary source
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Published
December 4, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 231 (Thursday, December 4, 2025)</title>
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[Federal Register Volume 90, Number 231 (Thursday, December 4, 2025)]
[Notices]
[Pages 55947-55949]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-21889]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104278; File No. SR-CboeBZX-2025-146]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing and Immediate Effectiveness of a Proposed Rule Change To Amend
the Fees Applicable to Securities Listed on the Exchange Set Forth in
BZX Rule 14.13
December 1, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on November 19, 2025, Cboe BZX Exchange, Inc. (the ``Exchange'' or
``BZX'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Cboe BZX Exchange, Inc. (``BZX'' or the ``Exchange'') is filing
with the Securities and Exchange Commission (``Commission'' or ``SEC'')
a proposed rule change to amend the fees applicable to securities
listed on the Exchange, which are set forth in BZX Rule 14.13, Company
Listing Fees, to expand the category of Generically-Listed ETPs to
include Commodity-Based Trust Shares that meet the generic listing
requirements under Rule 14.11(e)(4) and do not require an Exchange Rule
Filing. The text of the proposed rule change is provided in Exhibit 5.
The text of the proposed rule change is also available on the
Commission's website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>), the
Exchange's website (<a href="https://www.cboe.com/us/equities/regulation/rule_filings/bzx/">https://www.cboe.com/us/equities/regulation/rule_filings/bzx/</a>), and at the principal office of the Exchange.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
On June 21, 2018,\3\ the Exchange amended Rule 14.13 in order to
charge an entry fee for exchange-traded products (``ETPs'') that are
not ``Generically-Listed ETPs.'' \4\ Now, the Exchange proposes to
amend its listing fees to expand the definition of Generically-Listed
ETPs to include certain Commodity-Based Trust Shares that meet the
generic listing standards set forth in Exchange Rule 14.11(e)(4) and do
not require an exchange rule filing pursuant to Section 19(b) of the
Exchange Act (``Exchange Rule Filing'').
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\3\ See Securities Exchange Act No. 83597 (July 5, 2018) 83 FR
32164 (July 11, 2018) (SR-CboeBZX-2018-046).
\4\ ``Generically-Listed ETPs'' refers to Index Fund Shares,
Portfolio Depositary Receipts, Managed Fund Shares, Linked
Securities, Currency Trust Shares, and Exchange-Traded Fund Shares
that are listed on the Exchange pursuant to Rule 19b-4(e) under the
Exchange Act and for which a proposed rule change pursuant to
Section 19(b) of the Exchange Act is not required to be filed with
the Commission. See Exchange Rule 14.13(b)(1)(C)(i).
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On September 17, 2025, the Commission approved the Exchange's
proposed rule change to establish comprehensive generic listing
standards for Commodity-Based Trust Shares under Rule 14.11(e)(4).\5\
This approval formalized the criteria under which Commodity-Based Trust
Shares may be listed pursuant to Rule 19b-4(e) without requiring an
individualized Exchange Rule Filing under Section 19(b) of the Exchange
Act. With these generic listing standards now in effect, the Exchange
proposes to align its fee structure in Rule 14.13 to reflect this
regulatory framework by including qualifying Commodity-Based Trust
Shares within the definition of ``Generically-Listed ETPs'' that are
exempt from the $10,000 entry fee. This fee change recognizes that
Commodity-Based Trust Shares meeting the Commission-approved generic
listing standards do not present novel regulatory issues requiring an
Exchange Rule Filing and therefore should receive the same streamlined
fee treatment as other generically-listed products.
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\5\ See Securities Exchange Act Release No. 103995 (September
17, 2025), 90 FR 45414 (SR-CboeBZX-2025-104) (Order Granting
Accelerated Approval of Proposed Rule Changes, as Modified by
Amendments Thereto, To Adopt Generic Listing Standards for
Commodity-Based Trust Shares).
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Currently, Exchange Rule 14.13(b)(1)(B)(v)(a) provides that a
Company that submits an application to list any ETP shall be required
to pay an entry fee to the Exchange as follows:
All ETPs, with the exception of Index Fund Shares, Portfolio
Depositary Receipts, Managed Fund Shares, Linked Securities,
Currency Trust Shares, and Exchange-Traded Fund Shares that are
listed on the Exchange pursuant to Rule 19b-4(e) under the Exchange
Act and for which an Exchange Rule Filing is not required to be
filed with the Commission (collectively, ``Generically-Listed
ETPs''), shall pay an entry fee of $10,000 per ETP . . .
As such, Commodity-Based Trust Shares currently are subject to the
$10,000 entry fee per ETP. The Exchange now proposes to amend Exchange
Rule 14.13(b)(1)(B)(v)(a) to expand the category of Generically-Listed
ETPs to include Commodity-Based Trust Shares that meet generic listing
criteria of Rule 14.11(e)(4) and thus do not require an Exchange Rule
Filing. As a result, Commodity-Based Trust Shares that meet generic
listing criteria of Rule 14.11(e)(4) would be exempt from the $10,000
entry fee.
2. Statutory Basis
The Exchange believes the proposed rule change is consistent with
the Act and the rules and regulations thereunder applicable to the
Exchange and, in particular, the requirements of Section 6(b) of the
Act.\6\ Specifically, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5) \7\ requirements that the rules of
an exchange be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
[[Page 55948]]
system, and, in general, to protect investors and the public interest.
Additionally, the Exchange believes the proposed rule change is
consistent with the Section 6(b)(5) \8\ requirement that the rules of
an exchange not be designed to permit unfair discrimination between
customers, issuers, brokers, or dealers as well as Section 6(b)(4) \9\
as it is designed to provide for the equitable allocation of reasonable
dues, fees and other charges among its Members and other persons using
its facilities.
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\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
\8\ Id.
\9\ 15 U.S.C. 78f(b)(4).
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The proposed fee treatment is equitable because it applies
uniformly to all Commodity-Based Trust Shares that qualify for generic
listing pursuant to Rule 19b-4(e) under existing Exchange rules. Just
as other ETPs that qualify for generic listing under Rule 19b-4(e) are
exempt from the entry fee, Commodity-Based Trust Shares that meet the
same regulatory threshold should receive equivalent treatment.
The distinction between products that qualify for generic listing
and those that require an Exchange Rule Filing is based on objective
regulatory considerations already established in Exchange rules.
Products that meet generic listing standards do not require an Exchange
Rule Filing and therefore do not require the additional time and
extensive legal and business resources required by Exchange staff to
prepare and review such filings and to communicate with issuers and the
Commission regarding such filings. Therefore, the Exchange believes it
is reasonable and equitable to exempt such products from the entry fee,
which is designed to offset the costs associated with Exchange Rule
Filings.
The proposed rule change does not unfairly discriminate among
issuers because the fee exemption is available to all issuers whose
Commodity-Based Trust Shares meet the objective criteria for generic
listing under existing Exchange rules. Any issuer, regardless of size
or market position, can benefit from the fee exemption if their product
qualifies for generic listing pursuant to Rule 19b-4(e). The Exchange
is not granting preferential treatment to particular issuers or
products; it is simply aligning its fee structure with the regulatory
framework that distinguishes between products requiring an Exchange
Rule Filing and those that meet established generic listing standards.
The proposed fee change removes unnecessary costs and regulatory
friction for products that do not require an Exchange Rule Filing. The
$10,000 entry fee was designed to offset the costs associated with
processing individualized Exchange Rule Filings for products that meet
the generic listing criteria. For Commodity-Based Trust Shares that
qualify for generic listing under Commission-approved standards, no
such individualized Exchange Rule Filing is required, and therefore the
entry fee is not warranted. Eliminating this fee for qualifying
products ensures that issuers are charged fees that are commensurate
with the actual regulatory burden their products impose on the
Exchange.
Based on the foregoing, the Exchange believes that the proposed
rule change is consistent with the Act.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. Instead, the Exchange
believes that the proposal will enhance competition, as it is intended
to streamline the listing process for qualifying Commodity-Based Trust
Shares and reduce unnecessary costs.
The Exchange does not believe the proposed amendment would burden
intramarket competition as the proposed expansion of Generically-Listed
ETPs would apply equally to all issuers of Commodity-Based Trust Shares
that meet the existing generic listing criteria under Rule 19b-4(e).
Any issuer whose Commodity-Based Trust Shares qualify for listing
pursuant to Rule 19b-4(e) without requiring an Exchange Rule Filing
would be eligible for the fee exemption. The Exchange is not adopting
new listing criteria through this fee change; rather, it is aligning
its fee structure with the existing regulatory framework that already
permits certain Commodity-Based Trust Shares to be listed generically.
The criteria are based on objective market characteristics and
regulatory considerations already established in Exchange rules rather
than issuer-specific factors, ensuring equitable treatment of all
market participants.
The proposed rule change benefits issuers of Commodity-Based Trust
Shares that qualify for generic listing under existing Exchange rules
by eliminating the entry fee and streamlining the listing process. This
does not unfairly burden issuers of other types of ETPs because the fee
structure for other ETP categories remains unchanged. Moreover, the
distinction between products that qualify for generic listing under
Rule 19b-4(e) and those that require Exchange Rule Filings is based on
legitimate regulatory considerations already embedded in the Exchange's
rules, which justify differential fee treatment.
The Exchange believes that the proposed rule change will enhance
intermarket competition by making the Exchange a more attractive
listing venue for qualifying Commodity-Based Trust Shares. The
streamlined listing process and elimination of entry fees for
qualifying products will benefit issuers and investors by reducing
costs and facilitating more efficient capital formation. This
competitive pressure may encourage other exchanges to adopt similar fee
structures that recognize the reduced regulatory burden associated with
generically-listed products, which would benefit the broader
marketplace.
Market participants on other exchanges are welcome to become
Members and list products at BZX if they determine that this proposed
rule change has made BZX more attractive or favorable. The proposed
rule change does not create barriers to entry or otherwise restrict
competition among listing venues.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange neither solicited nor received comments on the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A) of the Act \10\ and paragraph (f) of Rule 19b-4 \11\
thereunder. At any time within 60 days of the filing of the proposed
rule change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission will institute proceedings to
determine whether the proposed rule change should be approved or
disapproved.
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\10\ 15 U.S.C. 78s(b)(3)(A).
\11\ 17 CFR 240.19b-4(f).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
[[Page 55949]]
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#1664637a733b75797b7b737862655665737538717960"><span class="__cf_email__" data-cfemail="deacabb2bbf3bdb1b3b3bbb0aaad9eadbbbdf0b9b1a8">[email protected]</span></a>. Please include
file number SR-CboeBZX-2025-146 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-CboeBZX-2025-146. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the filing will be available for inspection and
copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to file number SR-CboeBZX-2025-146 and should be submitted
on or before December 26, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-21889 Filed 12-3-25; 8:45 am]
BILLING CODE 8011-01-P
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